Contracts to be Assigned Sample Clauses

Contracts to be Assigned. Marijuana Medicine Evaluation Centers 420Medicard Compassionate Health Options Alternative Medicine Consultants Bakersfield 420Evaluations Long Beach 420 Evaluations Cannamed Colorado Medical Marijuana Evaluations Michican Medical Marijuana Certification Centers Medical Marijuana Evaluations of New Mexico Medical Marijuana Evaluations of California SFB-THC THC-MI Pasadena Medical Evaluations Serenity Medical Evaluations Xx. Xxxxx- Michigan Exhibit B Assignment Exhibit C TERM SHEET for GENERAL CANNABIS, INC. Updated January 11, 2011 Company: General Cannabis, Inc., a Nevada corporation (the “Company”). Offering: 500,000 shares of common stock Capitalization: Before the offering: · The Company is authorized to issue 200,000,000 shares of common stock and 20,000,000 shares of preferred stock. · There are 82,640,256 shares of common stock, and no shares of preferred stock, outstanding. · There are contractual obligations to issue another 16,000,000 shares of common stock through January 2014 if certain financial milestones are met by one of our recently acquired subsidiaries. After the offering: · There will be 83,140,256 shares of common stock issued and outstanding.
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Contracts to be Assigned. To be inserted prior to Closing. Exhibit B Intellectual Property Assignment Exhibit C Assignment Exhibit D TERM SHEET for GENERAL CANNABIS, INC. Updated December 16, 2011 Company: General Cannabis, Inc., a Nevada corporation (the “Company”). Offering: 200,000 shares of common stock Capitalization: Before the offering: · The Company is authorized to issue 200,000,000 shares of common stock and 20,000,000 shares of preferred stock. · There are 83,140,256 shares of common stock, and no shares of preferred stock, outstanding. · There are contractual obligations to issue another 16,000,000 shares of common stock through January 2014 if certain financial milestones are met by one of our recently acquired subsidiaries. After the offering: · There will be 83,340,256 shares of common stock issued and outstanding.
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Contracts to be Assigned. To the extent that any of the contracts or agreements which (i) are to be assigned to Purchaser pursuant to this Agreement or (ii) constitute an Assumed Liability, are not assignable without the consent of a third party, which contracts or agreements Seller represents are limited to those contracts or agreements identified on Schedule 4.4 hereto, Seller shall use its best efforts to obtain the consent of the other such party to the assignment to Purchaser. If any required consent is not obtained before the Closing and the Closing is consummated, Seller agrees to use its best efforts to obtain all such required consents and to enforce, on behalf of Purchaser, the rights of Seller under any such non-assigned contracts or agreements. Seller further agrees to cooperate with Purchaser after such date in any reasonable arrangement (such as, but not limited to, sub-contracting, sub-licensing or sub-leasing) designed to ensure for Purchaser, on terms no less favorable than contemplated hereby, all of the economic benefits (after reflecting the related reasonable and necessary costs) under the applicable contracts without causing any such breach or right of termination. Sellers shall remain liable for the performance of all duties and obligations relating to any contract or agreement not properly assigned hereunder. ARTICLE 7
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Contracts to be Assigned. Except as set forth in Part 4.7 of the Disclosure Schedule, Seller has delivered or made available to Buyer a correct and complete copy of each Contract listed on Schedule 2.1(e), including all amendments, modifications and supplements thereto. Each such Contract is a legal, valid and binding obligation of the applicable Seller Entity, enforceable against such Seller Entity in accordance with its terms, and, to the knowledge of Seller, against any other party thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditor’s rights generally and general equitable principles. Such Seller Entity is not in material violation of or material default under any such Contract; nor, to the knowledge of Seller, is any other party thereto. The applicable Seller Entity has paid all of its liabilities under the Contracts listed on Schedule 2.1(e) when due in accordance with the terms of such Contracts. Such Seller Entity has not assigned any of its interest in any such Contracts, and such Seller Entity has not waived any of its material rights under any such Contracts. To Seller’s knowledge, the applicable Seller Entity has not given or received any notice of termination or non-renewal under any Contract listed on Schedule 2.1(e) that is material to the Critical Care Products and no party to any such Contract has threatened in writing to cancel, terminate or not renew any such Contract.
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Contracts to be Assigned. 26 ARTICLE 3
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Contracts to be Assigned. To the extent that any of the contracts or agreements which are to be assigned to Buyers pursuant to this Agreement are not assignable without the consent of a third party, which contracts or agreements Sellers represent are limited to those contracts or agreements identified on Schedule 2.4 hereto, the Partnership and CPC, as applicable, shall use their reasonable best efforts to obtain the consent of
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Contracts to be Assigned. Marijuana Medicine Evaluation Centers 420Medicard Compassionate Health Options Alternative Medicine Consultants Bakersfield 420Evaluations Long Beach 420 Evaluations Cannamed Colorado Medical Marijuana Evaluations
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Contracts to be Assigned. Exhibit 1.10 Assignment Agreement for Certain Contracts Listed on Schedule 1.10 Schedule 2.6 Changes Since Balance Sheet Date Schedule 2.7 Taxes Schedule 2.8 Inventory Schedule 2.9 Pending Litigation Schedule 2.10 Contracts; Unfilled Firm Purchase Orders Schedule 2.11 Permits Schedule 2.12 Environmental Matters Schedule 2.13 Consents (the Implementation Schedule) Schedule 2.14 Personal Property Permitted Encumbrances Schedule 2.15 Real Estate Schedule 2.16 Transactions With Affiliates Schedule 2.18 Compensation Arrangements; Officers and Directors Schedule 2.19 Employees Schedule 2.21 Insurance Schedule 2.22 Patents, Trademarks, Etc. Exhibit 4.8(a) Trademark License Agreement Exhibit 4.8(b) Trademark License Agreement for U.S. Production Exhibit 4.10 Portions of New Factory to be Torn Down by Seller ANNEX A DEFINITIONS
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Related to Contracts to be Assigned

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Assignment of Contracts and Rights Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. If such consent is not obtained with respect to any such Contract or other Asset, Seller and Purchaser will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall enforce for the benefit of Purchaser, with Purchaser assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g).

  • Contracts, etc To enter into, make and perform all such obligations, contracts, agreements and undertakings of every kind and description, with any Person or Persons, as the Trustees shall in their discretion deem expedient in the conduct of the business of the Trust, for such terms as they shall see fit, whether or not extending beyond the term of office of the Trustees, or beyond the possible expiration of the Trust; to amend, extend, release or cancel any such obligations, contracts, agreements or understandings; and to execute, acknowledge, deliver and record all written instruments which they may deem necessary or expedient in the exercise of their powers;

  • Service Contracts (a) The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory, management and/or administrative services for the Trust or for any Series with any Person; and any such contract may contain such other terms as the Trustees may determine, including without limitation, authority for the Investment Adviser to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments, and such other responsibilities as may specifically be delegated to such Person.

  • Material Contracts and Agreements (i) All material contracts of the Company or its subsidiaries have been included in the Company SEC Documents, except for those contracts not required to be filed pursuant to the rules and regulations of the SEC.

  • Contracts and Leases (a) Each Material Contract and Lease is a valid and subsisting agreement, without any material default of Seller thereunder, and to the knowledge of Seller, without any default on the part of any other party thereto. To the knowledge of Seller, no event or occurrence has transpired which with the passage of time or giving of notice or both will constitute a default under any Material Contract or Lease. A true and correct list of each Material Contract and Lease and every amendment thereto or other agreement or document relating thereto is set forth as Schedule 3.6 to this Agreement. True and correct copies of the Material Contracts and Leases (and any amendments thereto) have been provided to Purchaser. At the time of Closing, Seller shall have made all payments and performed all obligations due through the Closing Date under each Contract and Lease, except to the extent that any payment due is set forth on the Purchase Price Adjustment Schedule and deducted in calculating the Purchase Price pursuant to Section 2.3.

  • Vendor Contracts (a) THIRD-PARTY ASO CONTRACTS.

  • Assignment of Contracts On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

  • Leases and Contracts Schedule 8(f) is a list of all Leases and Contracts relating to the Facility to which Seller is a party or by which Seller may be bound. Seller has made or will promptly make available to Buyer true, complete and accurate copies of all Leases and Contracts including, without limitation, any modifications thereto. All of the Leases and Contracts are in full force and effect without claim of material default there under, and, except as may be set forth on Schedule 8(f).

  • Customer Contracts Promptly after any Loan Party becoming aware of the same, the Borrower shall give the Administrative Agent written notice of any cancellation, termination or loss of any material Contractual Obligation or other customer arrangement.

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